Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code 4320
December 2, 2022
To All Shareholders
Naokazu Saito, Representative Director and President
CE Holdings Co., Ltd.
1-21 Heiwadori 15-chome Kita, Shiroishi-ku, Sapporo

Notice of Convocation of the 27th Ordinary General Meeting of Shareholders
We are pleased to announce the 27th Ordinary General Meeting of Shareholders of CE Holdings Co., Ltd. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting, you may exercise your voting rights using either of the following
methods. Please exercise your voting rights after reviewing the following Reference Documents for the General
Meeting of Shareholders as described below.
When exercising your voting rights in writing
Indicate whether you approve or disapprove of the proposals on the enclosed voting form and return it to bereceived by 6:00 pm on December 19, 2022 (Monday).
When exercising your voting right via the Internet
Visit the voting website designated by the Company (https://evote.tr.mufg.jp/), and follow the instructions on
the screen to enter whether you approve or disapprove of the proposals by 6:00 pm on December 19, 2022
(Monday).
1. Date and Time
2. Location

11:00 am, December 20, 2022 (Tuesday)
CE Holdings Co., Ltd., Head Office, 4th Floor Conference Room
1-21 Heiwadōri 15-chome Kita, Shiroishi-ku, Sapporo

3. Agenda
Matters to Be Reported
1. Report on Business Report, Consolidated Financial Statements, and Audits of Consolidated Financial
Statements conducted by the Accounting Auditor and Audit and Supervisory Committee for the 27th Fiscal
Year (from October 1, 2021 to September 30, 2022)
2. Report on Non-consolidated Financial Statements for the 27th Fiscal Year (from October 1, 2021 toSeptember 30, 2022)
Matters to Be Resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
4. Matters Decided upon Convocation (Information on Exercise of Voting Rights)(1) If no indication of whether you approve or disapprove of the proposals is made in the voting form, the voteshall be deemed as an intention of approval.
(2) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.
(3) If you exercise your voting right in duplicate both by the voting form and via the Internet, the Company will
only deem your exercise via the Internet valid, regardless of the arrival date of the vote.
- If you will be attending the meeting, please submit your enclosed voting form to the meeting reception.
- Among the documents to be provided in this Notice of Convocation, the items listed below are posted on the Company’s website(https://www.ce-hd.co.jp) on the Internet in accordance with laws and regulations and Article 16 of the Company’s Articles ofIncorporation.
(i) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Statements” in Consolidated Financial
Statements-1-

(ii) “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” in Nonconsolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements, which were audited when the audit report was
prepared by the Audit and Supervisory Committee and when the accounting audit report was prepared by the Accounting Auditor,
include those that should be presented as (i) and (ii) above in addition to those that are presented in the documents attached to thisconvocation notice.
- If there are any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements, the revision details shall be posted on the Company’s website(https://www.ce-hd.co.jp) on the Internet.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company’s basic policy on profit distribution is to continue to return profits to shareholders while securing
internal reserves needed to further strengthen the management base and expand business.
The Company has given consideration to matters including the business performance of the fiscal year, futurebusiness development, and the dividend payout ratio, and it proposes to pay a year-end dividend for the 27th fiscal
year of ¥12.0 per share.
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥12.0 per common share of the Company
Total dividends: ¥180,677,832
Effective date of dividends of surplus
December 21, 2022

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Proposal No. 2
1.

Amendment to the Articles of Incorporation

Reasons for the Proposal
As disclosed in the “Notice of Acquisition of Shares of Sankaku Company Co., Ltd. (Making It a WhollyOwned Subsidiary)” dated February 4, 2022, the Company entered into a share transfer agreement
regarding shares of Sankaku Company Co., Ltd. and acquired all shares issued by the company on
February 17, 2022, making it a wholly owned subsidiary, and in conjunction with this, part of Article 2(Purpose) of the current Articles of Incorporation shall be amended in line with the business activities ofSankaku Company Co., Ltd.
(2) The Articles of Incorporation shall be amended in accordance with the revised provisions stipulated in theproviso to Article 1 of the Supplementary Provisions of the “Act Partially Amending the Companies Act”
(Act No. 70 of 2019) that came into effect on September 1, 2022 and the introduction of the systemproviding information for the General Meeting of Shareholders in electronic format.
(i) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph 1 of the proposed
amendments shall be newly established, as the Articles of Incorporation are required to provide thatmeasures for providing information that constitutes the content of the Reference Documents for the
General Meeting of Shareholders, etc. in electronic format be taken.
(ii) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 of the proposed
amendments shall be newly established to enable the scope of matters to be included in the documents
to be delivered to shareholders who requested document delivery to be limited to the scope specified
by the Ministry of Justice Order, among the matters for which measures are taken to provide
information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc. in electronic format.
(iii) With the introduction of the system for providing information for the general meeting of shareholders
in electronic format, since the provisions of Article 16 of the current Articles of Incorporation (Internet
Disclosure of Reference Documents, Etc.) will no longer be required, they will be deleted.
(iv) Supplementary provisions on the effect of provisions to be deleted above shall be established. These
supplementary provisions shall be deleted after the date has passed.
(1)

2.

Amendment Details
The amendment details are as follows:(Amendments are indicated with underlining.)
Current Articles of Incorporation

Proposed amendments(Purpose)(Purpose)

Article 2. (Omission of article text)

Article 2. (Same as current)

1. to 10. (Omission of article text)

1. to 10. (Same as current)(Newly established)

11.

11. to 15. (Omission of article text)
16.

Support and consulting services related to sales andmarketing

12. to 16. (Same as current)

Consultant and agency services related to advertising(Deleted)and promotion
17. to 21. (Omission of article text)

17. to 21. (Same as current)(Internet Disclosure of Reference Documents, Etc.)
Article 16.

(Deleted)

The Company may disclose via the Internet informationthat is to be stated or presented in the reference documents
for the general meeting of shareholders, non-consolidated
financial statements, consolidated financial statements andbusiness reports, in accordance with the provisions
prescribed by the Ministry of Justice Order.

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Current Articles of Incorporation

Proposed amendments(Measures, etc. for Providing Information in Electronic
Format)(Newly established)

Article 16.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to include all or some ofthose items designated by the Ministry of Justice Orderfrom statements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

(Newly established)(Supplementary Provisions)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)(Newly established)

Article 1.
1. Article 16 of the Articles of Incorporation (Internet
Disclosure of Reference Documents, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from September 1,
2022.
2. The provisions of this article shall be deleted when threemonths have elapsed from the date of the general
meeting of shareholders in the preceding paragraph.

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Proposal No. 3

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all six Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company
proposes the election of six Directors.
The decision for this proposal has been made after receiving recommendations from the Nominating andRemuneration Advisory Committee, where the majority of members are independent outside Directors, and theCompany’s Audit and Supervisory Committee has judged that all the candidates for Directors are eligible.
The candidates for Director are as follows:
Candidate
no.

Name

1

Yasuaki Sugimoto

2

Naokazu Saito

3

Yoshitaka Matsuzawa

4

Keiichi Haga

5

Tsunehito Taguchi

6

Makoto Fukui

Current position in the Company
Representative Director and Chairman, CIO (Chief Investment
Officer)
Representative Director and President, CEO (Chief Executive
Officer)
Senior Managing Director, CRO (Chief Risk Officer)
Managing Director
General Manager of Corporate and Business Planning Office,CSO (Chief Strategy Officer)
Director in charge of Administration, CFO (Chief Financial
Officer)
Outside Director-6-

Candidate
attributes
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideCandidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1990
Mar. 1996

Yasuaki Sugimoto(June 17, 1950)
1

July 2003
July 2004
Dec. 2004
Dec 2010
June 2012
Apr. 2013
Dec. 2016
Nov. 2017
Dec. 2021

Dec. 2021

2

Representative Director and Sapporo BranchManager, Honest Co., Ltd.
Representative Director and President, theCompany
Representative Director and Chairman, CEO
Representative Director and Chairman
Director and Chairman
Representative Director and President
Outside Director, Ekitan & Co., Ltd.
President and Representative Director, CSI Co.,
Ltd.
Chairman and Representative Director
Representative Director, MCS Co., Ltd.
Representative Director and Chairman, CIO (Chief
Investment Officer), the Company (current
position)
Director and Corporate Advisor, CSI Co., Ltd.
(current position)

Number of theCompany’s shares
owned

1,500,100 shares

Reason for election
He is a founder of the Company and serves as Representative Director of the Company for many years. He is expected
to continue to contribute to the development of the Group by utilizing his wealth of experience, knowledge, andpersonal connections as well as his expertise in business investments, and therefore the Company proposes the electionof Yasuaki Sugimoto.
Apr. 1987 Entered NEC Corporation
Apr. 2005 General Manager of No. 1 Sales Department,
Medical Solutions Division
July 2009 General Manager of Business Promotion
Department, Medical Solutions Division
Apr. 2014 Deputy General Manager of Medical Solutions
Division
Apr. 2017 Chief of Future City Development Promotion
Headquarters
Apr. 2017 General Manager of Health Tech Business
Development Office, Business Innovation Strategy
Naokazu Saito
75,500 shares
Headquarters(November 3, 1963)
Dec. 2017 President and Representative Director, CSI Co.,Ltd.
Dec. 2017 Director, the Company
Nov. 2019 Director, Micron, Inc. (current position)
Dec. 2021 Representative Director and President, CEO (Chief
Executive Officer), the Company (current position)
Dec. 2021 Chairman and Director, CSI Co., Ltd. (current
position)
Feb. 2022 Director, Sankaku Company Co., Ltd. (current
position)
Reason for election
He has a wealth of experience and insight in all aspects of medical and healthcare, including medical solutions, and heserves as the current Representative Director and President of the Company. By leveraging his knowledge of policy
trends and marketing, he is expected to contribute to the management of the Group, and he is expected to drive futurebusiness expansion, and therefore the Company proposes the election of Naokazu Saito.

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Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1997
Aug. 2000
July 2004
Dec. 2008

Yoshitaka Matsuzawa(June 6, 1957)
3

Dec. 2014
Mar. 2015
Nov. 2019
Dec. 2019
June 2020
Dec. 2020
Dec. 2020
Oct. 2021
Dec. 2021
Feb. 2022

Entered Japan Care Service Corporation
Entered the Company
General Manager of Administration Department,
Administration Division
Director and General Manager of Administration
DivisionManaging Director in charge of Administration
Director, MCS Co., Ltd. (current position)
Director, Micron, Inc. (current position)
Director, Mocosuku Co., Ltd. (current position)
Director, Ekitan & Co., Ltd.
Senior Managing Director, the Company
Director, CSI Co., Ltd. (current position)
Director, Digital Solution, Co., Ltd. (current
position)
Senior Managing Director, CRO (Chief Risk
Officer), the Company (current position)
Director, Sankaku Company Co., Ltd. (current
position)

Number of theCompany’s sharesowned

164,600 shares

Reason for election
He has a wealth of experience in general administration, and he serves as the Senior Managing Director of theCompany. He is expected to continue to contribute to the strengthening of internal control systems, including risk
management and compliance by utilizing his wealth of experience and insight, and therefore the Company proposes theelection of Yoshitaka Matsuzawa.

-8-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Oct. 1998
Dec. 2000
May 2005
Dec. 2008
May 2015
Oct. 2015
Oct. 2016

Keiichi Haga
(June 23, 1966)
4

Dec. 2017
Nov. 2019
Aug. 2020
Dec. 2020
Dec. 2020
Dec. 2020
Dec. 2021

Feb. 2022
Feb. 2022

Entered The Fuji Bank, Limited (currently Mizuho
Bank, Ltd.)Entered Cybertrust Japan Co., Ltd.
Entered VeriSign K.K. (currently DigiCert Japan
G.K.)
Entered B.U.G. Co., Ltd. (currently DMG Mori
B.U.G. Co., Ltd.)
Executive Officer and General Manager of
Administration Division
Entered CSI Co., Ltd. (current position)
General Manager of Corporate Planning Office,
the Company
Executive Officer and General Manager ofCorporate Planning OfficeDirector and General Manager of Corporate
Planning OfficeDirector, Micron, Inc. (current position)
Director and General Manager of Corporate andBusiness Planning Office, the Company
Managing Director and General Manager ofCorporate and Business Planning OfficeDirector, Mocosuku Co., Ltd. (current position)
Director, M-Frontier Co., Ltd. (current position)
Managing Director and General Manager ofCorporate and Business Planning Office, CSO(Chief Strategy Officer), the Company (current
position)
Director, CSI Co., Ltd. (current position)
Managing Director, Sankaku Company Co., Ltd.
(current position)

Number of theCompany’s shares
owned

61,600 shares

Reason for election
He has a wealth of experience in corporate and business planning in IT corporations, and he serves as the Managing
Director and General Manager of the Corporate and Business Planning Office of the Company. He is expected tocontribute to the implementation of collaborations, alliances, etc., and to the formulation of management plans byutilizing his wealth of experience and insight, and therefore the Company proposes the election of Keiichi Haga.

-9-Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Sept. 2009
Oct. 2012
Oct. 2015
Jan. 2018
Jan. 2018
Jan. 2019

Tsunehito Taguchi(January 20, 1967)

Jan. 2019
Dec. 20195
Dec. 2020
Dec. 2020
Dec. 2020
Oct. 2021
Dec. 2021
Feb. 2022

6

Notes:

1.
2.
3.
4.

Entered NEC Corporation
Entered RALSE Co., Ltd.
Transferred to Finance and Accounting Group,
ARCS Co., Ltd.
Entered CSI Co., Ltd.
Deputy General Manager of Administration
Division
General Manager in charge of Administration, theCompany
Executive Officer and General Manager in chargeof Administration, CSI Co., Ltd.
Executive Officer and General Manager in chargeof Administration, the Company
Director and General Manager in charge of
Administration, CSI Co., Ltd.
Director in charge of Administration, the Company
Director in charge of Administration, CSI Co., Ltd.
(current position)
Director, Micron, Inc. (current position)
Director, Digital Solution, Co., Ltd. (current
position)
Director in charge of Administration, CFO (Chief
Financial Officer), the Company (current position)
Director, Sankaku Company Co., Ltd. (current
position)

Number of theCompany’s shares
owned

26,000 shares

Reason for election
He has a wealth of experience in financial accounting and finance, and he serves as the Director in charge of
Administration of the Company. He is expected to contribute to the financing strategy and business administration by
utilizing his wealth of experience and insight, and therefore the Company proposes the election of Tsunehito Taguchi.
Apr. 1993 Entered NEC Corporation
Oct. 2012 General Manager of No. 1 Solutions Department,
Medical Solutions Division, Community andMedical Solutions Headquarters
Apr. 2018 Deputy General Manager of Future City
Makoto Fukui
Development Promotion Headquarters(November 7, 1969)–
Apr. 2019 Principal of Digital Healthcare Business
Development Office(Candidate for outside Director)
Apr. 2020 Senior Business Chief, Medical Solutions DivisionDec. 2021 Outside Director, the Company (current position)
Apr. 2022 General Manager of Product and Business
Planning Department, Medical Solutions Division,
NEC Corporation (current position)
Reason for election and summary of expected role
He has a wealth of experience and insight in all aspects of medical and healthcare, including medical solutions, and healso has expertise in healthcare IT strategy and other policy matters. In addition to his supervisory function based on
this experience and insight, he is expected to provide appropriate advice on business operations, and therefore theCompany proposes the election of Makoto Fukui. Makoto Fukui has never been directly involved in the management of
a company. However, the Company judged he will appropriately fulfill his duties as an outside Director based on theabove reasons.
There is no special interest between any of the candidates and the Company.
Makoto Fukui is a candidate for outside Director.
Makoto Fukui is currently an outside Director of the Company, but his term shall be a period of one year.
Makoto Fukui receives a salary as an employee from NEC Corporation, which is a specified related party (major business
partner) of the Company.

- 10 -

5. The Company has entered into a limited liability agreement of Article 423, paragraph (1) of the Companies Act with
Makoto Fukui, pursuant to the provisions of Article 427, paragraph (1) of the same act. The maximum amount of liability
for damages under this agreement is the minimum liability amount provided for under laws and regulations.
6. The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act, and the summary of the contents of the insurance policy is shownon page 26 of the business report (available in Japanese only). When the election of the candidates for Director is approved,
they shall be included as insured under the insurance policy. In addition, when the insurance policy is renewed, theCompany plans to renew the policy with the same terms.

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Reference: Management structure after approval of Proposal 3 (scheduled)
Knowledge and Experience of Directors
Name

Position

Corporate
management
Business
administration

YasuakiSugimoto

Representative Director andChairman
CIO (Chief Investment
Officer)○○

Naokazu
Saito

Representative Director andPresident
CEO (Chief Executive
Officer)○○

YoshitakaMatsuzawa

Senior Managing Director
CRO (Chief Risk Officer)○

Keiichi
Haga

Managing Director
General Manager of Corporate
and Business Planning Office
CSO (Chief Strategy Officer)○

Tsunehito
Taguchi

Director in charge of
Administration
CFO (Chief Financial Officer)

MakotoFukui

Outside Director

MinoruYoshizumi

Outside Director
Standing Audit andSupervisory Committee
MemberKazunobu
NakuraOutside Director
Audit and Supervisory
Committee Member

Shuji
YoshidaOutside Director
Audit and Supervisory
Committee Member○

MedicalHealthcare

○

Sales
Marketing

M&A

IT
DX

Financialaccounting
FinanceHRmanagement
HRdevelopment

○

○

○

○

○

○

○

○

Internal
controlRiskmanagement

○

○

○

○

○

○

○

○

○

○

○

Legal
affairs
Compliance

○

○

○

○

○

○

○

- 12 -○○○○